Breathless
by momoxtoshiro
Summary: Weiss is feeling a bit dejected. After figuring out why, Ruby attempts to cheer her up using her own special methods. [Happy RWBY Tuesday!]


**This one got pushed back a few weeks because I kept writing others that needed to be posted first for various reasons. So here it is at long last: the White Rose tickle fight! Enjoy!**

**This is dedicated to my entire RP group. Just.. all of you. I love you guys.**

**Disclaimer: I do not own RWBY.**

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Breathless

Ruby stood in the hallway outside of her room, flanked by Yang and Blake on either side.

The three members of Team RWBY were gazing in through the door to their room which hung slightly ajar, quietly watching the only occupant inside; Weiss sat on her bed with her elbows resting on her knees, her face in her hands as she slumped over and stared blankly at the floor.

When Ruby had returned to the room to find her in such a state, she was under the impression that Weiss was sick, but before she could enter the room to confront her girlfriend about it, her sister had abruptly grabbed Ruby's arm to stop her.

Weiss had hardly moved from her position since coming back, even being unaware of her teammates' presences watching over her from the hallway.

Presently, Ruby grimaced. "So if she's not feeling sick, then what's wrong with her?" She whispered to Yang.

"I don't know!" Yang hissed back. "She's just been acting all down in the dumps since she got back."

"We think it most accurate to assume she received a... less than perfect grade on one of her assignments." Blake murmured.

"But the weirdest thing," Yang went on. "Is that... well, she's not angry about it! You'd think she'd be stomping around throwing a tantrum like she usually does about everything else, but she's not doing that now! She's just moping. It's... kinda disturbing."

"I... don't think I've ever seen her like this before." Ruby admitted.

"Welp," Yang patted her shoulder. "I think it'd be best for you to find out what's on her mind."

"Wha-?!" Ruby blinked. "You guys are just going to leave me to deal with her alone?"

"_You're_ her girlfriend!" Yang reminded her.

"But I've never seen her like this before!"

"Exactly why you should try to help her out now!"

"But what if I make things worse?"

"Come on, sis." Yang chuckled. "You're sounding like you're scared of her! It's just the princess!"

"Exactly why I should be scared..."

"Besides," her elder sister continued. "Blake and I have plans for the evening. So we'll leave it up to you."

"Best of luck." Blake said with a small, encouraging smile as Yang took her hand.

"Don't worry!" Yang called back to Ruby. "You'll do fine! You know the princess better than anyone, after all!" With that, the other two girls walked off together down the hall, leaving Ruby alone outside of their dorm room.

She had dealt with Weiss when she was angry, even furious, but never before had Ruby had to comfort her partner for being dejected. _Come on, Ruby! You can do this!_ She yelled to herself. _What kind of a leader and girlfriend are you if you can't handle something like this?_

Straightening up, Ruby took a deep breath before pushing the door open all the way and stepping inside. "Weiss?" She called out tentatively.

But the heiress apparently had not even heard her enter, as she remained still with her face hidden in her hands. Ruby stopped a few feet away from her and waited for a minute before trying again. "Um... Weiss?"

"Huh?" The heiress lifted her head as she blinked up confusedly at her partner. "Oh, hi Ruby." She muttered. "Sorry, but I'm not in the mood." She stood, crossing the room with a withered pace.

Ruby feared Weiss would leave the room before she could stop her, but her girlfriend merely sat down at the desk near the doorway, bringing a hand to her forehead as she let out a long sigh. Something was definitely off about her.

Ruby was unsure of what to do. _Is it better to leave her alone for now? What if I bug her too much and she gets mad? Or maybe she just needs time to reflect on some things? She really must have failed an assignment if she's acting _this_ depressed..._

Ruby remained standing as she stared at Weiss's slumped shoulders; her poor posture demonstrated just how troubled the usually-poised heiress was feeling.

Ruby decided she would rather risk Weiss's wrath than leave her to wallow in her discomfort alone, so she tried again.

"Weiss?" Ruby walked over to stand beside her. "Are you okay?"

"Yes, Ruby, I'm just fine." Weiss did not remove her face from her palms, and the way she said her leader's name sent a red flag waving in Ruby's mind, but she persevered.

"Come on, don't lie to me." Leaning against the desk, Ruby tried to get a look at her girlfriend's expression. "It can't be all that bad, can it?"

"Ruby, I really just... I don't want to talk about it." Weiss sighed.

"Okay. I won't ask you about it anymore," Ruby decided."But... just... tell me how bad it was."

Silence ensued for a minute as Weiss sighed again. She then lifted her head, her mist-blue eyes guiltily flicking up to Ruby's silver ones.

"N...Ninety-four..." She murmured.

Ruby did her best not to fall over. She had to bite her tongue in order to hold back the comments buzzing around her head such as 'Are you serious?! I would _kill_ for a 94!' and 'I should have expected something like this'.

But instead of those sentences, Ruby took a moment to calm down before she continued.

"Weiss... Come with me."

Taking the heiress's hand, Ruby pulled her up from her seat. Weiss stumbled after her as Ruby led her back to her bed. Ruby then turned around, placed her hands on the heiress's shoulders and had her take a seat on the bed again.

"Ruby... what-"

"Weiss." The leader cut her off. "Weiss. Weiss, Weiss, _Weiss_. Wheeeere do I begin?" Ruby sang. "First of all, you're the smartest person in all of Beacon and you always get perfect grades. And you're worrying about one _ninety-four_ percent? How many times have you gotten extra points on exams and assignments for going above and beyond? Don't you think those extra points will make up for these _six_ points you missed this time?" She said all this in a lecturing tone, reversing their usual roles as she stared down into Weiss's eyes. "I can't stand to see you upset, _especially_ over something like this."

The heiress listened quietly to her words, letting them sink in.

Ruby needed to remind herself of Weiss's prestigious background, and knew she was pushed to her limits all her life in order to be perfect in anything and everything she did; when she thought of it that way, she could comprehend why the heiress was so distraught over something Ruby might view as trivial.

"I... I guess you're right." Weiss said at last. "I'll try not to think about it."

"Good." Ruby's lips curled upward as she took her cue. "Then I have a way to help make you forget about it all."

"Ruby, what are you-?" The heiress cut off with a short, uncharacteristically-cute shriek as Ruby pushed her backward onto the bed. Kicking off her shoes, Ruby crawled up beside her.

Then, without wasting another second, she shouted the words to seal her girlfriend's fate: "_Tickle fiiiight!_"

"W-What are y-aah!" Weiss's nervous accusation was transformed into shrill cry as Ruby dove forward onto her, taking advantage of her prone position. Ruby's eager hands easily found their way to Weiss's exposed stomach and began their assault, causing the heiress to jerk immediately into a defensive ball.

"Ruby, don't you da- eep!" Weiss squeaked again as Ruby tickled her sides, which Weiss desperately attempted to cover with her hands. Ruby smirked as she heard the fractions of the giggles Weiss was attempting to hold back.

"I won't stop until you laugh out loud!" She declared.

"R-Ruby, I swear I'll-" Weiss cut off as she bit back another shriek.

"You'll _what_?" Ruby leaned in smugly, poking the heiress's stomach again.

They wrestled for a while then as Weiss tried to fend her leader off. She successfully managed to secure one of Ruby's hands and made an effort to roll her off, but before Weiss could manage it, Ruby used her free hand to trace a line up the heiress's ribcage. Weiss instantly let go of her girlfriend to protect herself, giving the advantage back to the brunette.

"R-Rubyyy!" Weiss cried out as her girlfriend tickled her sides again. Weiss instinctively rolled over onto her stomach to protect it from straying fingers.

But Ruby had a plan for everything. She ghosted her fingertips over the back of the heiress's neck, causing her to tense up with a shiver. This momentarily loosened Weiss's hold on her own sides, allowing Ruby the opportunity to slip her fingers there.

"W-Wait, Ruby no-!"

Ruby paid no heed to her partner's pleas as she mercilessly jumpstarted her. That action was the final straw that broke the heiress's stubborn resolve, and a second later, Weiss let out an unrestrained laughter.

It was not a sound one would expect from the lips of such a refined young woman, and even Ruby froze in her assault for a second to enjoy its childishly blissful ring.

Unable to keep the smile from her face, Ruby laughed aloud as well as she continued to tickle Weiss, wiggling her fingers over her girlfriend's sides, over her stomach, up her spine, and wherever else she could manage. She had to avoid Weiss's uncontrollably flailing legs as she thrashed about, laughing and squealing with tears in her eyes. Weiss's girlish giggles only served to motivate Ruby to tickle her further, so she gave into the desire and continued her attack.

After about minute, Weiss had completely broken, rolling around through the blankets and laughing aloud. Whenever Ruby managed to jumpstart her, she would let out a high-pitched squeal, which always resulted in Ruby herself laughing harder.

Before very much longer, Ruby could tell Weiss was nearing her limit. Her tight, defensive position had loosened significantly, and it was clear that Weiss's body had little strength left. She was struggling for breath and could only weakly cover her sides with her hands; in short, she was completely at Ruby's mercy.

Ruby debated tickling her further, just for the amusement of it all, but she now realized how pink her girlfriend's cheeks were, her alabaster hair disheveled and splayed in all directions.

Deciding it would be best to let Weiss recover, she ultimately chose to back down. With one last wiggle of her fingers across the heiress's stomach, Ruby sat back, satisfied.

Weiss was gasping for breath, her chest heaving, her sides shuddering as her lips still let slip slight giggles. Ruby smirked to herself as she gently rubbed the heiress's shoulders in a soothing motion. She could feel Weiss's heart pounding quickly, and waited a few minutes until it had slowed to a normal pace. Before long, Weiss's breathing slowed as well, and at last she reopened her eyes, which were still wet with tears.

"R...Ruby..." She panted, glancing up at her leader with glazed eyes, like a wounded animal. Ruby assumed this was the first time Weiss had ever laughed so freely from the bottom of her heart in all her life; therefore, it was evident that she was fairly embarrassed about showing this side of herself to Ruby.

Feeling prideful that she was the only person to ever witness this side of the renown heiress, Ruby let the smug smirk remain on her face for a time as she continued to pat Weiss's back.

"Ruby..." Weiss huffed again, a little louder this time.

"Yes, my darling?" Ruby still wore a high-and-mighty air about herself.

"You are _so_ gonna get it!"

"What-oomph!" Ruby could hardly take a second to be surprised as Weiss pushed herself up from the bed and threw herself on top of Ruby, bowling her over. Weiss held onto her girlfriend's hands as she straddled her, long white hair spilling over her right shoulder and effectively tickling Ruby's cheek.

"You..." She growled as she glared down at Ruby. But then, her eyebrows furrowed as she lowered her voice a little. "If you ever tell _anyone_, I swear-"

"If I ever tell anyone what?" Ruby chuckled. "That Weiss Schnee has the cutest, _girliest_ laugh _ev-er_?"

"You are _so_ dead!" Weiss barked.

Letting go of Ruby's hands, she immediately lowered her own hands to her partner's torso, but halted before she could make contact. It was only then she realized she had never really touched another person so... intimately before.

_How... exactly does this work?_ She wondered to herself.

Upon seeing her girlfriend's adorably perplexed expression, Ruby burst out into laughter all on her own. Weiss's eyes widened. "D-Did it work?" She asked aloud. _Can you tickle someone just by looking at them?_

"Of course not, you _dork_!" Ruby guffawed.

"Wha-?!" Weiss's jaw dropped indignantly. "Wha... _What_ did you just call me, you little _twerp_?"

"You heard me!" Ruby was still laughing to herself. Weiss was rendered speechlessly appalled as her leader recovered from her laughing fit. "Weiss, I have lived with Yang for years, and if you think you can beat me in a tickle fight, you are sorely, _sorely_ mistaken."

Still in shock at what Ruby had called her, Weiss was unable to defend herself as Ruby surged upward, knocking her onto her back again. The heiress was snapped out of her trance, but it was too late.

"W... Ruby, no wait-!"

"Nope~!" Singing cheerily, Ruby lunged, scoring major points on her defenseless girlfriend as she began her tickling assault all over again. Weiss forgot about her momentary anger about the name-calling, as her mind was filled with white cotton balls as the light prickling sensations spread across her stomach and sides.

It took much less time for her to start laughing this time. She weakly tried to push Ruby's hands away, but was already too exhausted from the previous grapple.

"Ruby..." She panted. "Ruby, I can't... breathe..." Weiss squealed again as Ruby poked her sides.

"Oh-ho, that's not the only way I can leave you breathless!"

As Ruby declared this, she bent down to capture Weiss's lips with her own.

Weiss's heart skipped a beat as her eyes flew wide open at the unexpected action. It only lasted for a second, but it was equivalent to a ceasefire in the middle of an all-out war. Seconds later Ruby pulled away.

"W-Wh-" The heiress scrambled for words. "What-"

"What was that? You forfeit?" Ruby asked.

"W-What?!" Weiss suppressed another shriek. "In your dreams!"

"Oh, is that so? Very well then." Ruby declared. "Let the battle continue!"

"H-Hold on, now-eep!" Weiss was cut off yet again as she tried to deter Ruby from doing anything hasty, but her beg for mercy was ignored.

Ruby relentlessly continued to tickle the heiress for another several minutes, wiggling her fingers up and down Weiss's sides whenever she could. Weiss's struggles got weaker and weaker as she tried to breathe, and eventually, some of the blankets tangled themselves around her as she rolled about.

At last, Ruby pulled back, deciding it would be best to let her recover for now. Weiss was rolled up in the red blanket that was originally covering her neatly-made bed, and Ruby placed a hand on her shoulder to try and unravel her.

"Don't-!" Weiss gasped as she felt Ruby's hand on her. "Don't touch me..." She grumbled.

Ruby pulled back, hearing the venom in her girlfriend's voice, even past all the wheezing. Ruby did as she was told and sat beside Weiss who was half-rolled into her blanket as she regained her breath. Her partner faced away from her, and Ruby assumed it was because the heiress did not wish to show her flustered face a second time that day.

It took a few moments until Weiss's breathing had returned to normal, and Ruby slowly reached her hand out again. This time, she received no snappy comment when she placed her hand on Weiss's shoulder, so Ruby took the silence as a cue to continue. Weiss was too exhausted to free herself from the blankets, and therefore begrudgingly allowed Ruby to remove the covers from her.

But when Ruby pulled the blankets off of her girlfriend, she burst into laughter upon seeing Weiss's flushed face, her ears pink and her hair a beautiful mess. Weiss let out a small growl as Ruby bit back her laughter to the best of her abilities.

"I'm sorry." Ruby chuckled. "Of course I won't tell anyone about your cute little laugh." She could see the snarl on Weiss's lips as she said this, and Ruby knew the heiress would have retaliated tenfold if she had been able to.

Ruby slid her hands beneath Weiss's back and pulled her closer to where she knelt on the bed. Weiss instinctively tensed and tried to curl up in a weak defensive motion, but Ruby did not tickle her again. "Don't worry. I won't do it anymore."

Rather than tickle Weiss, Ruby pulled her girlfriend's shoulders close to her, allowing her to rest her head in her lap. Weiss was still breathing a little raggedly, so Ruby rested her hands on her collarbones and gently traced circles over her chest.

Too enervated to even hope to defend herself against any future potential attacks, Weiss took the risk and decided to trust Ruby's words that she was finished, and closed her eyes slowly.

Weiss gradually relaxed as she savored the caring motions of Ruby's warm hands on her body, which was a little sore from so much activity in such a short amount of time. Ruby was still giggling lightly to herself as she replayed the scenes of Weiss's previously-hidden-childish side in her mind.

She continued to brush her fingers through Weiss's knotted hair for a while until the heiress let out a long, exhausted sigh. Ruby smiled as she leaned over, lightly kissing the scar over Weiss's left eye. The heiress's eyelashes fluttered open a few seconds later, but she was still too mortified to meet her girlfriend's gaze directly.

"So..." Ruby whispered. "Did you forget about it?"

"Forget about what?" Weiss blinked once, puzzled.

"Nothing~!" Ruby chirped as she kissed Weiss's forehead.

Ruby then let out a long yawn as she stretched her legs out onto the bed and laid down beside the heiress, resting her head against Weiss's chest.

"What do you think you're doing?" Weiss sighed.

"All that tickling left me tired." Ruby explained.

"If I had the strength, I would roll you off this bed _so quickly._.." Weiss muttered.

"Well, I'm just glad you're feeling better, Weiss." Ruby smiled as she snuggled closer.

"...You are such a dork." Weiss grumbled as she closed her eyes. "And don't you ever call me that again." She added. "Only I can call you names."

"Yes, darling." Ruby grinned.

Weiss reached to flick Ruby's forehead, yet she did not say that particular title was off-limits.

The two girls laid together for only a few minutes before they drifted off into slumber together.

Blake and Yang returned about an hour later to find them sleeping in one another's arms, their hair and clothes disheveled, and the blankets and sheets of the bed strewn about.

"Wow." Yang whispered, pressing a hand over her mouth. "Looks like they had...fun."

"Perhaps getting bad grades isn't as bad as we might think." Blake added a little mischievously.

The two of them soon crawled into Blake's bed together to sleep, having entirely misunderstood everything that had taken place between their teammates that evening.

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**A/N: I can definitely see Weiss having a girly, princess giggle. Oh gosh, let that be canon one day.**

**Please review!**


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